Cyrospace Network Agreement

This Agreement between Cyrospace, Inc., having a place of business at 605 6th Street, Suite E, Kemah, Texas 77565 ("Cyrospace"), and __________________, with its principal office located at ____________________________ ("Collaborator") (collectively, the "Parties", each individually, a "Party"), is effective as of the last date signed below ("Effective Date").

1. SCOPE. By this Agreement, Collaborator is designated a Network participant according to the Parties’ mutual interests. This Agreement does not create a joint venture, partnership, agency relationship or formal entity of any kind between the Parties. Nothing in the Agreement is to be construed as providing for any sharing of profits or losses arising out of any Party's respective efforts.

2. LIABILITY. This provision survives this Agreement's termination. The Parties' rights and obligations are limited to those expressly set forth in the Agreement, as modified only by any signed statement of work that the Parties mutually enter with respect to the Agreement. Unless the Parties expressly provide in writing otherwise:

1. each Party must bear or pay its own costs, expenses, risks and liabilities incurred in connection with the Network collaboration under the Agreement;
2. neither Party has any right to any reimbursement, payment, or compensation of any kind from each other; and
3. neither Party is liable to the other for any cost, expense, risk, or liability arising out of the other Party's participation in the Network collaboration.

2. PROPRIETARY DATA. This Section survives the Agreement's termination. "Proprietary Information" means any data that a Party treats in a confidential or privileged manner.

1. Exclusions. Proprietary Information does not include:

1. information known to the other Party before entering this Agreement;
2. information that is known or able to be ascertained by a nonparty of
3. information that is obtained from a nonconfidential third-party source; or
4. information within the public domain.

1. Duty of Care. Each Party must use its best efforts to prevent unauthorized disclosure of any Proprietary Information to any person, firm, or organization.
2. Disposal. Upon the request of any originating Party, the other Party must return all of the originating Party's materials including, but not limited to, any material that is written, printed, drawn, or reproduced.

4. TERMINATION. This Agreement terminates upon the earlier of the following events:

1. the expiration of twelve months from the Effective Date, subject to the Parties' discretion to extend the Agreement; or
2. the Parties' mutual decision to terminate this Agreement.

5. EXPORT CONTROL. A Party's duty to transfer technology, provide technical information and reports, or perform under this Agreement otherwise is subject to any applicable United States export control law or regulation. The Parties do not represent that an export license is not required, or that if required, it will be issued. The transfer of certain technical data and commodities may require:

1. a license from a cognizant United States Government agency; or
2. any recipient's written assurance not to export technical data, computer software, or certain commodities to any specified foreign country without an appropriate United States Government agency's prior approval.

6. COMMUNICATIONS. As between the Parties, any notice given by facsimile is effective upon dispatch; and any notice given by mail is effective seven calendar days after mailing first class, postage prepaid. Any notice, demand, request, statement, or other writing required or permitted between the Parties by this Agreement is considered to have been sufficiently given either when personally delivered, transmitted by facsimile and acknowledged as received, or mailed by any carrier providing a receipt.
7. GOVERNING LAW; ASSIGNMENT. This Agreement and all of its amendments are governed by the laws then in effect in the State of Texas. This Agreement is not assignable or transferable by either Party otherwise -- in whole or in part -- without the other Party's express prior written consent, which must not be unreasonably withheld.
8. HEADINGS; SEVERABILITY. The headings of the Agreement's sections, paragraphs and subparagraphs are included for convenience of reference only and do not affect the Agreement's meaning or construction. If any term, provision, covenant, or condition of this Agreement is held invalid or unenforceable for any reason, the remainder of the provisions continue in full force and effect as if this Agreement had been signed without the invalid portion.
9. ENTIRE AGREEMENT. This Agreement contains the Parties' entire agreement of the Parties and cancels and supersedes all prior written or oral agreements. All changes or modifications to this Agreement must be made in writing between the Parties, identifying any provision of this Agreement that is to be amended, and signed by the Parties' authorized signatories. This Agreement is entered into through the Parties duly authorized representatives, as signed below:

TO ACCEPT THESE TERMS, PRINT FORM, SIGN BELOW, AND MAIL TO:

Cyrospace, Inc.
605 6th Street, Suite E
Kemah, Texas 77565